All the King's Men packs an incredible cast of Oscar winners, nominees, and wannabes into a complicated, dense exploration of corruption and the political process. Politics is at the center of it all, but writer/director Steven Zaillian delves into everything from family, to love, to growing up, to small-town values in his story of men with seemingly good intentions warped by the darkness of the human soul. It plays like an idealist's nightmare, but the film is an adaptation of the 1946 Pulitzer Prize-winning novel from Robert Penn Warren, which was in turn loosely based on the life of Governor Huey Long of Louisiana. Warren's book has been adapted for the screen before. Robert Rossen's 1949 version won Best Picture. The material's still good, but Zaillian's reimagining is unlikely to win any Best Picture nominations — though don't be surprised of Sean Penn finds himself in the running for another golden figurine. Penn deserves it for his performance as charismatic and conscientious rural politician turned Louisiana governor Willie Stark. Stark is a principled young city treasurer when reporter Jack Burden (Jude Law) first meets him. Stark stands up to fight city corruption, only to be slapped down by an ignorant citizenry unwilling to listen. Burden is taken with him, but it isn't until a twist of fate launches Stark towards stardom and eventually the governorship that he really pays attention. Soon Burden has hitched himself to Stark as the once staunchly moral man of the people gains power and begins using blackmail and scare tactics to push through policies that he believes are in the public's best interests. Penn's Stark dominates the film, and when he's on screen it's impossible to take your eyes off of him. This may be the best performance of Penn's career, though ironically it's not Stark who is the film's focus. We see Stark's world through the lens of Burden's eyes, as he and everyone around him dance to the tune of corrupt lackeys and politicians for reasons that are never made entirely clear. How are we to reconcile Stark's supposed morality with his belief in original sin? "All the world is dirt," Stark says. To him, good and bad are just something we make up as we go along. Where do the pieces of his personality fit together? Perhaps more importantly, why is Burden stuck to Stark and what happened to the scrupulously aboveboard crusader we met at the beginning of the film? All the King's Men never offers a satisfactory explanation to these questions. The best Stark can muster when Burden finally himself wonders what he's doing there is, "I am who I am, you are who you are." Sorry, "I yam what I yam" works for Popeye, but a film this full of manipulation and complication calls for something a wee more substantial. It doesn't help that, as good as Penn is, the actors around him just aren't up to snuff. Penn's character is full of nuance and layers; Jude Law's performance as Burden is as one-note as it gets. Faced with moral conflict after moral conflict, the best Burden can muster is a stony stare and a shrug of his shoulders. Maybe he's simply overshadowed by Stark's fire, but with the film so centered around Jack Burden, something with more heft is required. Law, who's a brilliant actor, doesn't find it here. The film's supporting cast of top-grade actors fares little better. Mark Ruffalo and Kate Winslet are nothing more than macguffins, while James Gandolfini plays yet another shady character one step away from Tony Soprano. Anthony Hopkins is outstanding as an incorruptible judge, but his place in the story is little more than a footnote. The most frustrating thing about All theKing's Men is how good it could have been. It's chock full of interesting ideas, and even in its current form it's the kind of film that you'll think about long after it's finished. To help make sense of it all though, Sony should consider printing up 3x5 cards with a timeline on them to help audiences follow director Zaillian's unexplained jumps through the years. It's never clear exactly when the action in a given scene is happening, and as Stark's career advances it's hard to tell whether we've just experienced six months or 20 years. Yet even as tangled a mess as this movie is, it's worth seeing to try and understand exactly what Zaillian's script is attempting to get across. Somewhere in there, he's saying something important. You can sense it, you can almost capture it, but the movie never makes itself accessible enough for us to hold on to it; whatever it is.